Sec Form 4 Filing - Kayitalire Louis @ F-star Therapeutics, Inc. - 2023-03-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kayitalire Louis 2. Issuer Name and Ticker or Trading Symbol F-star Therapeutics, Inc. [ FSTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF MEDICAL OFFICER (Last) (First) (Middle) C/O F-STAR THERAPEUTICS, INC., EDDEVA B920, BABRAHAM RESEARCH CAMPUS 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2023 (Street) CAMBRIDGE, X0Cb22 3AT 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/08/2023 U( 1 )( 2 ) 29,236 D $ 7.12 ( 1 ) ( 2 ) 25,019 D Common Stock 03/08/2023 D( 1 )( 2 )( 6 ) 25,019 D $ 7.12 ( 1 ) ( 2 ) ( 6 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 16.62 03/08/2023 D( 3 )( 4 )( 5 ) 27,289 ( 3 )( 4 )( 5 ) 06/17/2029 Common Stock 27,289 ( 3 ) ( 4 ) ( 5 ) 0 D Stock Option (right to buy) $ 7.24 03/08/2023 D( 3 )( 4 )( 5 ) 12,880 ( 3 )( 4 )( 5 ) 03/09/2031 Common Stock 12,880 ( 3 ) ( 4 ) ( 5 ) 0 D Stock Option (right to buy) $ 4.77 03/08/2023 D( 3 )( 4 )( 5 ) 53,634 ( 3 )( 4 )( 5 ) 01/09/2032 Common Stock 53,634 ( 3 ) ( 4 ) ( 5 ) 0 D Stock Option (right to buy) $ 3.55 03/08/2023 D( 3 )( 4 )( 5 ) 35,719 ( 3 )( 4 )( 5 ) 03/31/2032 Common Stock 35,719 ( 3 ) ( 4 ) ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kayitalire Louis C/O F-STAR THERAPEUTICS, INC. EDDEVA B920, BABRAHAM RESEARCH CAMPUS CAMBRIDGE, X0Cb22 3AT CHIEF MEDICAL OFFICER Signatures /s/ Darlene Deptula-Hicks, Attorney-in-fact 03/09/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated June 22, 2022 (the "Merger Agreement"), by and among the Issuer, Sino Biopharmaceutical Limited, Fennec Acquisition Incorporated ("Parent"), and invoX Pharma Limited ("Purchaser"), including the completion on March 8, 2023 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $7.12 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on March 8, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price. ( 2 )(Continued from footnote 1) A portion of the shares of common stock reported herein were forfeited to the Issuer to satisfy the reporting person's tax obligations upon vesting of previously granted restricted stock units. ( 3 )Pursuant to the Merger Agreement, immediately prior to the Effective Time, each of the outstanding options that was otherwise eligible to vest in accordance with its terms was accelerated and became fully vested and exercisable immediately prior to, and contingent upon, the Effective Time (except in the case of the EMI Options (as defined in the Merger Agreement) granted pursuant to Rule 9.8 of the F-star Therapeutics, Inc. 2019 Equity Incentive Plan, which were accelerated and became fully vested and exercisable as of three business days prior to the Initial Expiration Date (as defined in the Merger Agreement)). ( 4 )As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that was less than the Offer Price (each, an "In the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Company Shares (as defined in the Merger Agreement) subject to such fully vested option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Company Share under such option. ( 5 )(Continued from footnote 4) As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that is equal to or more than the Offer Price (each, an "Out of the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time without any consideration payable therefor. Any EMI Option that remained outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time and treated as either an In the Money Option or an Out of the Money Option. ( 6 )Each Company RSU (as defined in the Merger Agreement) that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of Shares (as defined the Merger Agreement) issuable in settlement of such Company RSU immediately prior to the Effective Time without regard to vesting multiplied by (b) the Merger Consideration (as defined in the Merger Agreement).

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